Liminal BioSciences : Other

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Liminal BioSciences Inc.

(Name of the Issuer)

Liminal BioSciences Inc.

Structured Alpha LP

Thomvest Asset Management Ltd.

Peter J. Thomson

Eugene Siklos

(Name of Persons Filing Statement)

Common Shares, no par value

(Title of Class of Securities)

53272L202

(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

• The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
• The filing of a registration statement under the Securities Act of 1933.
• A tender offer.
• None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this "Schedule 13E-3" or "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (i) Liminal BioSciences Inc. (the "Company"), a corporation existing under the laws of Canada and the issuer of the common shares, no par value per share (the "Shares"), that is subject to the Rule 13e-3 transaction; (ii) Structured Alpha LP, a limited partnership existing under the laws of the Cayman Islands ("SALP"); (iii) Thomvest Asset Management Ltd., a corporation existing under the laws of the Province of Ontario ("Thomvest"); (iv) Peter J. Thomson; and (v) Eugene Siklos (Eugene Siklos, together with SALP, Thomvest and Peter J. Thomson, the "Purchaser Filing Parties").

On July 11, 2023, the Company and SALP entered into an Arrangement Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), which provides for, among other things, the acquisition by SALP, directly or indirectly, of all of the issued and outstanding Shares of the Company that SALP or its affiliates do not own (the "Minority Shares") through a Plan of Arrangement (the "Arrangement") pursuant to the provisions of the Canada Business Corporation Act (the "Arrangement"). A copy of the Plan of Arrangement is included as Appendix B to the Management Information Circular, which is attached as Exhibit (a)(2)(i) hereto (the "Circular"). A special meeting of the holders of the Shares (the "Shareholders") has been called for September 15, 2023 (the "Meeting") to consider and, if thought advisable, pass a special resolution approving the Arrangement in the form attached as Appendix A to the Circular (the "Arrangement Resolution"). Capitalized terms used but not expressly defined in this Schedule 13E-3 are given the respective meanings given to them in the Circular.

The Circular is being provided to the Shareholders pursuant to applicable Canadian law. In order to become effective, the Arrangement must be passed by at least (i) two-thirds (66 2/3%) of the votes cast by Shareholders present in person or represented by proxy at the Meeting, voting as a single class (each holder of Shares being entitled to one vote per Share) and (ii) the approval of the majority of the holders of Shares present in person or represented by proxy at the Meeting, excluding the votes of Shareholders whose votes are required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions in the context of a "business combination", namely the Shares over which SALP and its affiliates and associates exercise control or direction.

Under the Arrangement, each issued outstanding Share, other than (i) Shares owned by SALP or its affiliates and (ii) Shares with respect to which Dissenting Holders who have validly exercised their Dissent Rights in accordance with the Arrangement and who are ultimately entitled to be paid the fair value for such Shares, shall, without any further action by or on behalf of a holder of such Shares, be deemed to be assigned and transferred by the holder thereof to SALP in exchange for US$8.50 per Share, payable in cash.

The Arrangement remains subject to the satisfaction or waiver of the conditions set forth in the Agreement, including the approval and adoption of the Arrangement Resolution by the Shareholders and the grant of the Final Order by Ontario Superior Court of Justice (Commercial List), approving the Arrangement.

The cross-references below are being supplied pursuant to General Instruction F to Schedule 13E-3 and show the location in the Circular of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Circular, including all appendices thereto, is incorporated herein by reference, in its entirety and the responses to each item in

this Schedule 13E-3 are qualified in their entirety by the information contained in the Circular and the appendices thereto.

A special committee of the board of directors of the Company (the "Board") consisting entirely of disinterested directors (the "Special Committee") conducted, with the assistance of its financial and legal advisors, a review of the alternatives available to the Company and obtained an independent valuation of the Shares. Following this process, and after, among other things, receiving outside legal and financial advice in evaluating the Arrangement and careful consideration of various matters, the Special Committee unanimously determined (i) that the Arrangement is fair to the holders of Minority Shares (the "Minority Shareholders") and (ii) that the Arrangement and the entering into of the Agreement is in the best interests of the Company, and unanimously recommended that the Board approve the Arrangement and recommends that the Minority Shareholders vote in favor of the Arrangement Resolution.

On the unanimous recommendation of the Special Committee, and after, among other things, receiving outside legal and financial advice in evaluating the Arrangement and careful consideration of various factors, the Board, with Messrs. Eugene Siklos and Alek Krstajic (being the two directors on the Board affiliated with SALP) having recused themselves, unanimously determined (i) that the Arrangement is fair to Minority Shareholders and (ii) that the Arrangement and the entering into of the Agreement is in the best interests of the Company, and recommends that the Minority Shareholders vote in favor of the Arrangement.

All information concerning the Company contained in, or incorporated by reference, into this Schedule 13E-3 and the Circular was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Schedule 13E-3 and the Circular was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy or completeness of any information supplied by any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Circular under the following captions is incorporated herein by reference: "Summary of the Arrangement"

"Questions and Answers about the Meeting and the Arrangement"

"Special Factors - Interests of Certain Persons in the Arrangement - Accounting Treatment of the Arrangement"

Item 2. Subject Company Information

1. Name and Address. The information set forth in the Circular under the following caption is incorporated herein by reference:

The name of the subject company is Liminal BioSciences Inc. The address and telephone number of the subject company's principal executive offices are as follows:

231 Dundas Street East Belleville, Ontario Canada K8N 0K1 1-450-781-0115

The information set forth in the Circular under the caption "Information Concerning Liminal BioSciences" is incorporated herein by reference.

1. Securities. The subject class of equity securities is common shares, no par value, of the Company. The information set forth in the Circular under the following caption is incorporated herein by reference:

"The Arrangement"

"The Arrangement - Required Shareholder Approval"

"Information Concerning Liminal BioSciences - Description of Share Capital"

"Meeting and Voting Information - Voting Rights, Voting Shares and Principal Holders Thereof"

1. Trading Market and Price. The information set forth in the Circular under the following caption is incorporated herein by reference: "Special Factors - Effect of the Arrangement"

"Information Concerning Liminal BioSciences - Market Price and Transaction Volume"

1. Dividends. The information set forth in the Circular under the following caption is incorporated herein by reference: "Information Concerning Liminal BioSciences - Dividend Policy"